 |  | | ETHICS POLICY
PLEASE READ THIS POLICY CAREFULLY BEFORE DOING BUSINESS WITH Brooks.
The following excerpts from the Corporate Internal Control and Corporate Fiduciary Responsibility Policies are provided to satisfy the Ethics requirement of the Purchasing Terms and Conditions.
Brooks AUTOMATION, INC.
CORPORATE ACCOUNTING POLICY
INTERNAL CONTROL: ETHICS EFFECTIVE DATE: APRIL 11, 2000
SCOPE: WORLDWIDE
APPROVED BY: RICHARD C. SMALL, VP CORPORATE CONTROLLER
APPROVED BY: ROBERT W. WOODBURY, CHIEF FINANCIAL OFFICER
1.0 POLICY
This policy prohibits the use of corporate funds or assets for any unlawful or improper purpose. It prohibits the company (or its officers, directors, employees, agents, or stockholders) from paying or offering to pay an official to act on its behalf. Specifically, this policy prohibits payments for the purposes of obtaining or retaining business by influencing any act or decision or parties in their official capacity, or by inducing such parties to use their influence to sway any act or decision...
1.2.2 Commercial Bribery
Commercial bribes, "kickbacks," and other similar payments and benefits directly or indirectly paid to or conferred upon employees of suppliers and customers are prohibited. Bribery of customers and suppliers, includes the payment or use of company funds, assets, or property, directly or indirectly, to or for the benefit of any officer, agent, or representative of any customer or supplier.
This includes (a) payments made by employees or third persons, such as commission agents or consultants, who are reimbursed for such payments in any way by the company; (b) the uncompensated use of company services, facilities, or property; and (c) loans, loan guarantees, or other extensions of credit.
The company prohibits employees from accepting any gifts, bribes, "kickbacks," and any other similar payments and/or benefits directly or indirectly from employees of suppliers and customers in return for business. The company's policy does not prohibit employees from accepting gifts of nominal value (less than $25) that are incidental to company business, if otherwise lawful.
Brooks AUTOMATION, INC.
CORPORATE ACCOUNTING POLICY
FIDUCIARY RESPONSIBILITY EFFECTIVE DATE: JANUARY 8, 2001
SCOPE: WORLDWIDE
APPROVED BY: RICHARD C. SMALL, VP CORPORATE CONTROLLER
APPROVED BY: ROBERT W. WOODBURY, CHIEF FINANCIAL OFFICER
1.0 POLICY:
This policy defines the fiduciary responsibilities of all Corporate Officers, directors, and senior level employees of Brooks Automation, Inc. The term "fiduciary responsibility" specifically addresses a set of responsibilities and a mode of behavior that is fundamental to our reputation in the marketplace and our continued growth and prosperity.
It is the policy of Brooks Automation, INC., that all employees will uphold their fiduciary responsibility, both in fact and in appearance.
1.2 Fiduciary Responsibility:
People in a position of trust, including officers, directors and senior level employees of a business enterprise, are responsible, in law, to perform certain duties for their employers. In publicly held businesses, this obligation also extends beyond their employers to include the shareholders that invest in the stock of the company. This set of responsibilities is defined as one's fiduciary responsibility.
1.3 Conflict of Interest:
The term "conflict of interest" refers to situations in which financial or other personal considerations may in fact compromise, or have the appearance of compromising, an employee's professional judgement in the exercise of their responsibilities.
The mere appearance of a conflict of interest may be as serious and potentially damaging as de facto conflicts, in that they may undermine the trust and confidence of employees, customers, and business partners.
1.4 Related Parties and Family Members:
The appearance of a conflict of interest exists when an individual maintains a business relationship with a related party or a family member in which one party has the ability to exercise influence over business decisions that might unfairly provide advantage to the related party, and/or the family member and/or themselves.
Examples of such activities would include, but are not limited to, the following:
- Where the awarding of contracts or the setting of contractual terms with a related party and/or family member is controlled by the person in a position of trust.
- Where the work product of a related party and/or family member is reviewed by the person in a position of trust. This is a particular concern when the effective control of such activities normally requires an appropriate level of segregation of duties, such as access to cash, control over disbursements, purchasing, credit and collections, or revenue transactions.
- Where the compensation of a related party and/or family member is influenced by the person in a position of trust.
- Where the terms and conditions of employment for related party and/or family member are determined by the person in position of trust.
- In order to avoid the appearance of a conflict of interest, most companies explicitly prohibit conducting business with related parties, and many companies place severe limitations on the employment of family members.
A related party includes the following:
- A family member or a relative
- A Company, an individual, or a business associate that a person in a position of trust has an investment in or a financial interest in, when the actions of the person in a position of trust may directly influence the value of that investment or interest.
- A Company, an individual, or a business associate that a person in a position of trust has an investment with or a financial interest with, when the actions of the person in a position of trust may directly influence the value of that investment or interest.
  
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